[Part I - Financial Information](index=4&type=section&id=Part%201%20-%20Financial%20Information) [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Presents the Company's unaudited condensed consolidated financial statements and explanatory notes for periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20(Unaudited)%20and%20December%2031%2C%202024) Details the Company's financial position, including assets, liabilities, and stockholders' deficit, for the reported periods - **Total Assets decreased significantly by 62.81%** from $264,729 at December 31, 2024, to $98,457 at June 30, 2025[10](index=10&type=chunk) - **Total Liabilities decreased by 44.85%** from $710,619 to $391,897, while **Total Stockholders' Deficit improved by 34.19%** from $(445,890) to $(293,440)[10](index=10&type=chunk) Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------------------ | :------------------ | :--------- | :--------- | | Cash and cash equivalents | $83,772 | $114,146 | $(30,374) | -26.61% | | Deposit | $0 | $144,000 | $(144,000) | -100.00% | | Prepaid expenses and other receivables | $14,685 | $6,583 | $8,102 | 123.07% | | **Total Current Assets** | **$98,457** | **$264,729** | **$(166,272)** | **-62.81%** | | **TOTAL ASSETS** | **$98,457** | **$264,729** | **$(166,272)** | **-62.81%** | | Accounts payable – related party | $0 | $124,867 | $(124,867) | -100.00% | | Accounts payable and accrued expenses | $99,077 | $75,209 | $23,868 | 31.74% | | Deferred Revenue | $0 | $207,436 | $(207,436) | -100.00% | | Advances – related party | $0 | $2,207 | $(2,207) | -100.00% | | Convertible promissory notes – related parties | $273,950 | $273,950 | $0 | 0.00% | | **Total Current Liabilities** | **$373,027** | **$683,669** | **$(310,642)** | **-45.44%** | | Derivative warrant liabilities | $18,870 | $26,950 | $(8,080) | -29.98% | | **TOTAL LIABILITIES** | **$391,897** | **$710,619** | **$(318,722)** | **-44.85%** | | Accumulated deficit | $(307,482) | $(446,808) | $139,326 | -31.18% | | **Total stockholders' deficit** | **$(293,440)** | **$(445,890)** | **$152,450** | **-34.19%** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) Presents the Company's revenues, expenses, and net income for the three and six months ended June 30, 2025, and 2024 - **Net Income for the six months ended June 30, 2025, decreased by 39%** to $139,326 from $226,691 in the prior year period[13](index=13&type=chunk) - **Revenue for the six months ended June 30, 2025, was $33,012**, compared to $0 in the same period of 2024[13](index=13&type=chunk) Condensed Consolidated Statements of Operations Highlights | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | $0 | $0 | $33,012 | $0 | | General and administrative | $35,805 | $71,095 | $97,931 | $148,254 | | Loss from operations | $(35,805) | $(71,095) | $(64,919) | $(148,254) | | Other income | $202,173 | $0 | $202,173 | $0 | | Interest income | $874 | $4,909 | $1,759 | $12,475 | | Interest expense | $(3,414) | $0 | $(7,767) | $0 | | Change in fair value of derivative warrant liabilities | $4,040 | $471,620 | $8,080 | $362,470 | | Total other income, net | $203,673 | $476,529 | $204,245 | $374,945 | | Net Income | $167,868 | $405,434 | $139,326 | $226,691 | | Net income per Class A common stock, basic and diluted | $0.02 | $0.05 | $0.02 | $0.03 | | Net income per Class B common stock, basic and diluted | $0.02 | $0.05 | $0.02 | $0.03 | [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) Outlines changes in the Company's stockholders' deficit, including common stock, additional paid-in capital, and accumulated deficit - **Total Stockholders' Deficit improved** from $(445,890) at December 31, 2024, to $(293,440) at June 30, 2025, primarily due to net income[14](index=14&type=chunk) - **Stock-based compensation added $13,124 to additional paid-in capital** for the six months ended June 30, 2025[14](index=14&type=chunk) Condensed Consolidated Statements of Changes in Stockholders' Deficit Highlights | Metric | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :-------------------------- | :---------------- | :--------------- | :-------------- | | Class A Common Stock Shares | 6,478,256 | 6,478,256 | 6,478,256 | | Class A Common Stock Amount | $648 | $648 | $648 | | Class B Common Stock Shares | 2,700,000 | 2,700,000 | 2,700,000 | | Class B Common Stock Amount | $270 | $270 | $270 | | Additional Paid-in Capital | $0 | $6,526 | $13,124 | | Accumulated Deficit | $(446,808) | $(475,350) | $(307,482) | | **Total Stockholders' Deficit** | **$(445,890)** | **$(467,906)** | **$(293,440)** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) Details the Company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 - **Net cash used in operating activities significantly decreased** from $(1,119,544) in H1 2024 to $(28,167) in H1 2025[18](index=18&type=chunk) - **Net cash flows from financing activities shifted** from $275,000 provided in H1 2024 to $(2,207) used in H1 2025[18](index=18&type=chunk) Condensed Consolidated Statements of Cash Flows Highlights | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------------------------------ | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net cash and cash equivalents used in operating activities | $(28,167) | $(1,119,544) | $1,091,377 | -97.49% | | Net cash and cash equivalents (used in) provided by financing activities | $(2,207) | $275,000 | $(277,207) | -100.80% | | Net change in cash and cash equivalents | $(30,374) | $(844,544) | $814,170 | -96.40% | | Cash and cash equivalents, beginning of period | $114,146 | $1,183,328 | $(1,069,182) | -90.35% | | Cash and cash equivalents, end of period | $83,772 | $338,784 | $(255,012) | -75.28% | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements and accounting policies [1. Organization and Business Operations](index=8&type=section&id=1.%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Describes the Company's nature of business, its status as a hydrogen and carbon recovery project developer, and key corporate events - Global Gas Corporation is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier, focusing on low-carbon and clean hydrogen, pure carbon dioxide, and other gases from various feedstocks[20](index=20&type=chunk) - The Company's securities were **delisted from Nasdaq on June 25, 2024**, due to non-compliance with listing standards and now trade on the OTCQB market[22](index=22&type=chunk) - A **reverse recapitalization business combination with Global Hydrogen Energy LLC** was consummated on December 21, 2023, with Global Hydrogen treated as the accounting acquirer[23](index=23&type=chunk)[28](index=28&type=chunk) [Going Concern](index=11&type=section&id=Going%20Concern) Addresses the Company's ability to continue operations, highlighting liquidity challenges and the need for additional financing - As of June 30, 2025, the Company had **$83,772 in cash**, a **working capital deficit of $274,570**, and an **accumulated deficit of $307,482**, raising substantial doubt about its ability to continue as a going concern for the next twelve months[35](index=35&type=chunk)[37](index=37&type=chunk) - Future capital requirements depend on revenue growth and spending, necessitating additional financing, likely through equity issuances, which may not be available on acceptable terms[36](index=36&type=chunk) [3. Summary of Significant Accounting Policies](index=12&type=section&id=3.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the key accounting principles and methods used in preparing the condensed unaudited consolidated financial statements - The condensed unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information[38](index=38&type=chunk) - The Company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised financial accounting standards[41](index=41&type=chunk)[42](index=42&type=chunk) - Revenue is generated through product resale and recognized when the customer obtains control; for the six months ended June 30, 2025, **$33,012 of revenue was recognized on a net basis**, indicating the Company acted as an agent[57](index=57&type=chunk) [4. Accounts Payable and Accrued Expenses](index=18&type=section&id=4.%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) Details the composition and changes in the Company's accounts payable and accrued expenses as of June 30, 2025, and December 31, 2024 - **Total accounts payable and accrued expenses increased by 31.74%** from $75,209 at December 31, 2024, to $99,077 at June 30, 2025[63](index=63&type=chunk) Accounts Payable and Accrued Expenses Summary | Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :---------------------- | :------------ | :---------------- | :--------- | :--------- | | Accounting and Consulting | $12,531 | $4,277 | $8,254 | 192.99% | | Legal Fees | $35,000 | $39,560 | $(4,560) | -11.53% | | Transaction costs | $12,561 | $12,561 | $0 | 0.00% | | Others | $38,985 | $18,811 | $20,174 | 107.24% | | **Total** | **$99,077** | **$75,209** | **$23,868** | **31.74%** | [5. Related Party Transactions](index=18&type=section&id=5.%20RELATED%20PARTY%20TRANSACTIONS) Describes transactions and balances with related parties, including advances, accounts payable, and convertible promissory notes - The Company repaid **$707 in advances to a related party** during the six months ended June 30, 2025, reducing the balance to $0[64](index=64&type=chunk) - **Accounts payable to related parties decreased from $124,867** at December 31, 2024, to $0 at June 30, 2025[65](index=65&type=chunk)[66](index=66&type=chunk) - Two **convertible promissory notes totaling $273,950** from related parties were outstanding at June 30, 2025, accruing 5% non-cash interest and convertible into Class A common stock at $0.15 per share[67](index=67&type=chunk)[68](index=68&type=chunk) [6. Stockholders' Equity](index=22&type=section&id=6.%20STOCKHOLDERS'%20EQUITY) Provides details on the Company's common stock, warrants, and other components of stockholders' equity - As of June 30, 2025, there were **6,478,256 shares of Class A common stock** and **2,700,000 shares of Class B common stock** issued and outstanding[73](index=73&type=chunk)[74](index=74&type=chunk) - Holders of Class A common stock are entitled to dividends, while Class B common stock holders are not, and Class B shares were subject to forfeiture agreements[76](index=76&type=chunk)[96](index=96&type=chunk) - The Company had **8,625,000 Public Warrants** and **4,850,000 Private Placement warrants** outstanding at June 30, 2025, exercisable at $11.50 per share[78](index=78&type=chunk) [7. Fair Value Measurements](index=27&type=section&id=7.%20FAIR%20VALUE%20MEASUREMENTS) Explains the methodologies and classifications used for measuring the fair value of financial instruments, particularly derivative warrant liabilities - **Total derivative warrant liabilities decreased by 29.98%** from $26,950 at December 31, 2024, to $18,870 at June 30, 2025[99](index=99&type=chunk) - All warrant liabilities are classified as **Level 1 in the fair value hierarchy**, measured using quoted prices in active markets[99](index=99&type=chunk)[100](index=100&type=chunk) Derivative Warrant Liabilities Fair Value | Liability Category | June 30, 2025 (Level 1) | December 31, 2024 (Level 1) | Change ($) | Change (%) | | :----------------------------------- | :---------------------- | :-------------------------- | :--------- | :--------- | | Derivative warrant liabilities – public | $12,080 | $17,250 | $(5,170) | -29.97% | | Derivative warrant liabilities – private placement | $6,790 | $9,700 | $(2,910) | -29.99% | | **Total liabilities** | **$18,870** | **$26,950** | **$(8,080)** | **-29.98%** | [8. Stock Based Compensation](index=28&type=section&id=8.%20STOCK%20BASED%20COMPENSATION) Details the stock-based compensation expense recognized and the status of restricted share grants - **Stock-based compensation expense for the six months ended June 30, 2025, was $13,124**, included in general and administrative expenses[102](index=102&type=chunk) - As of June 30, 2025, there was **$0 remaining unrecognized stock-based compensation expense**[102](index=102&type=chunk) - **1,050,000 restricted shares were granted in 2024**, with no activity during the six months ended June 30, 2025[103](index=103&type=chunk) [9. Commitments and Contingencies](index=28&type=section&id=9.%20COMMITMENTS%20AND%20CONTINGENCIES) Discusses potential future obligations and legal matters, including the impact of lawsuits and tax refunds - Management does not expect current lawsuits and legal proceedings to have a **material adverse effect** on the Company's financial position or results of operations[104](index=104&type=chunk) - In April 2025, the Company received a **$202,173 refund for overpaid 2023 Delaware franchise taxes**, recorded as other income[105](index=105&type=chunk) [10. Subsequent Events](index=28&type=section&id=10.%20SUBSEQUENT%20EVENTS) Reports on events occurring after the balance sheet date that may require disclosure or adjustment to the financial statements - Management evaluated subsequent events through August 12, 2025, and found **no events requiring adjustment** to the condensed unaudited consolidated financial statements[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's analysis of the Company's financial performance, condition, liquidity, capital resources, and critical accounting estimates [Overview](index=29&type=section&id=Overview) Introduces Global Gas Corporation as a hydrogen and carbon recovery project developer and outlines its growth strategy - Global Gas Corporation is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier, building a project development pipeline for low-carbon and clean hydrogen and pure carbon dioxide[109](index=109&type=chunk) - The Company's growth strategy focuses on placing modular generation, recovery, storage, and dispensing solutions closer to customers and producing multiple outputs from single feedstocks, leveraging government incentives like the Inflation Reduction Act of 2022[112](index=112&type=chunk) - Global Hydrogen has not yet successfully closed on any projects, and future operating results are dependent on signing contracts and managing project complexities[113](index=113&type=chunk)[115](index=115&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Analyzes the Company's financial performance, including revenue, expenses, and net income, for the reporting periods - **Revenue for the six months ended June 30, 2025, was $33,012** from one project, compared to $0 in the prior year period[118](index=118&type=chunk)[119](index=119&type=chunk) - **Net income for the six months ended June 30, 2025, decreased by 39%** to $139,326 from $226,691 in the same period of 2024[118](index=118&type=chunk) - **General and administrative expenses decreased by $50,323 (34%)** for the six months ended June 30, 2025, primarily due to lower franchise tax, legal, and professional fees[121](index=121&type=chunk) - A **$202,173 refund of Delaware franchise taxes** was recognized as other income during the three and six months ended June 30, 2025[120](index=120&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the Company's ability to meet its short-term and long-term financial obligations and its capital-raising efforts - As of June 30, 2025, the Company had **$83,772 in cash**, a **working capital deficit of $274,570**, and an **accumulated deficit of $307,482**[125](index=125&type=chunk) - Management has determined that the Company's liquidity condition raises **substantial doubt about its ability to continue as a going concern** for the next twelve months[128](index=128&type=chunk) - **Net cash used in operating activities for the six months ended June 30, 2025, was $(28,167)**, a significant improvement from $(1,119,544) in the prior year[129](index=129&type=chunk)[130](index=130&type=chunk) - **Net cash flows from financing activities shifted** from $275,000 provided in H1 2024 to $(2,207) used in H1 2025[129](index=129&type=chunk)[132](index=132&type=chunk) [Critical Accounting Estimates](index=34&type=section&id=Critical%20Accounting%20Estimates) Identifies accounting estimates that require significant judgment and can materially impact the financial statements - The preparation of financial statements requires significant judgments, estimates, and assumptions, particularly for the **fair value measurement of warrant liabilities**[45](index=45&type=chunk)[133](index=133&type=chunk) - Fair value of financial assets and liabilities is determined using the ASC 820 hierarchy, with **warrant liabilities classified as Level 1** based on active market prices[136](index=136&type=chunk)[140](index=140&type=chunk) - **Stock-based compensation costs are measured at the fair value** of equity instruments issued at the grant date, in accordance with FASB ASC No. 718[137](index=137&type=chunk) [New Accounting Pronouncements](index=35&type=section&id=New%20Accounting%20Pronouncements) Discusses recently issued accounting standards and their potential impact on the Company's financial reporting - As an "emerging growth company," the Company has elected to use the extended transition period for complying with new or revised accounting standards, which may affect comparability with other public companies[143](index=143&type=chunk) - The Company adopted ASU 2023-07, "Segment Reporting," effective December 31, 2024, with no impact on reportable segments, and is evaluating ASU 2023-09, "Income Taxes"[61](index=61&type=chunk)[62](index=62&type=chunk) [Intellectual Property](index=35&type=section&id=Intellectual%20Property) Describes the Company's current intellectual property holdings and strategy - Global Hydrogen currently holds **no material intellectual property** beyond certain logos and domain names[145](index=145&type=chunk) [Government Regulation](index=36&type=section&id=Government%20Regulation) Discusses the regulatory environment affecting the Company's operations, including licensing, emissions, and construction compliance - The Company will need to obtain relevant licenses for producing, storing, and selling hydrogen, oxygen, and other gases on a project-by-project and jurisdiction-by-jurisdiction basis[146](index=146&type=chunk) - Plans include deploying carbon recovery systems to reduce or eliminate CO2 emissions from thermochemical hydrogen production to comply with jurisdictional limits[147](index=147&type=chunk) - Construction of hydrogen generation plants and distribution of gases will require compliance with local zoning, permitting, and federal/state regulatory regimes[148](index=148&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States that the Company, as a smaller reporting company, is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is therefore **not required to provide quantitative and qualitative disclosures about market risk**[149](index=149&type=chunk) [Item 4. Controls And Procedures](index=36&type=section&id=Item%204.%20Controls%20And%20Procedures) Details the Company's disclosure controls and procedures, acknowledging inherent limitations, and concludes on their effectiveness - Management acknowledges that controls and procedures provide only reasonable, not absolute, assurance due to resource constraints and judgment in cost-benefit evaluation[150](index=150&type=chunk)[151](index=151&type=chunk) - As of June 30, 2025, the Company's management, including the chief executive officer and chief financial officer, concluded that **disclosure controls and procedures were effective** at the reasonable assurance level[152](index=152&type=chunk) [Part II - Other Information](index=37&type=section&id=Part%20II%20-%20Other%20Information) [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) Reports that no currently pending legal claims or lawsuits are considered material or expected to have a material adverse effect - The Company does not consider any current claims, lawsuits, or proceedings to be **material or likely to result in a material adverse effect** on its future operating results, financial condition, or cash flows[154](index=154&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) Discloses that no Rule 10b5-1 trading arrangements were adopted or terminated by the Company, its directors, or officers - During the quarter ended June 30, 2025, neither the Company nor its directors or officers adopted or terminated any Rule 10b5-1 trading arrangements[155](index=155&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including required certifications and XBRL financial data - The exhibits include certifications (CEO, CFO, Section 906) and XBRL formatted financial statements (Condensed Consolidated Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Equity, Statements of Cash Flows, and Notes) for the quarter ended June 30, 2025[157](index=157&type=chunk) [Signatures](index=38&type=section&id=Signatures) - The report was signed on August 12, 2025, by Carter Glatt, Chairman and Principal Executive Officer, and Shachi Shah, Chief Financial Officer and Principal Accounting and Financial Officer[159](index=159&type=chunk)[161](index=161&type=chunk)

Summary of Key Points from the Conference Call Industry Overview - The conference call focused on the Global Gas & LNG industry, particularly the dynamics of LNG supply and demand in the context of recent weather patterns and geopolitical developments. Core Insights and Arguments 1. **Weather Impact on LNG Demand**: Hotter weather in Northeast Asia in July led to a recovery in LNG imports, with China's imports flat compared to 2024 levels, contrasting with a -19% year-over-year decline in the first half of 2025 [3][8][45] 2. **European LNG Storage**: Despite some LNG being diverted to Asia, European storage levels continued to fill at a healthy rate, with inventories sitting at approximately 66%, below last year's 84% and the 2015-2023 average of 73% [49] 3. **Global Supply Dynamics**: Global LNG supply is expected to rise, with North America leading the way. The global export capacity utilization was strong at around 94% in July, compared to 82% a year ago [4][62] 4. **Price Forecasts**: The forecast for the Japan Korea Marker (JKM) remains unchanged at $13/mmbtu for the second half of 2025, with expectations of softening prices in 2026 and beyond as new capacity comes online [3][12] 5. **Geopolitical Risks**: The potential for secondary tariffs on Russian LNG, which accounts for about 8% of global supply, poses a risk worth monitoring, although supply disruptions are not expected [27] Additional Important Insights 1. **Regional Demand Trends**: Global LNG demand (excluding Europe) is down 3% year-to-date compared to 2024, with notable declines in China (-17%), India (-11%), and Japan (-1%). However, South Korea has seen a 2% increase in imports [9][51] 2. **New Capacity Developments**: New LNG projects in the U.S. are progressing ahead of schedule, with significant contracts signed in 2025, particularly with Asian buyers [14][16] 3. **Contracting Activity**: LNG contracting accelerated in the second quarter of 2025, with Asian buyers accounting for over half of the new contracts signed year-to-date [16] 4. **Inflation in Project Costs**: U.S. project costs have seen approximately 10% inflation over the past year, impacting the pricing of new project engineering, procurement, and construction (EPC) contracts [21] 5. **Long-term Supply Outlook**: The U.S. is projected to add around 95 million tons per annum (mtpa) of global supply over the next five years, contingent on further final investment decisions (FIDs) [24] Conclusion The conference call highlighted the interplay between weather patterns, geopolitical risks, and market dynamics in the Global Gas & LNG industry. The insights provided a comprehensive overview of current trends, future forecasts, and potential risks that investors should consider when evaluating opportunities in this sector.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 GLOBAL GAS CORPORATION FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-39819 (Exact name of registrant as specified in its charter) (State or other jurisdi ...

Revenue Generation and Financial Performance - Global Hydrogen has not yet generated any revenue and does not anticipate generating revenue from the sale of systems and equipment to customers in 2025[189]. - As of December 31, 2024, the Company has not generated any revenue and incurred total expenses of $409,027, a decrease of 35% compared to $551,983 for the period from February 16, 2023, to December 31, 2023[202][203]. - The Company reported a net loss of $300,176 for the year ended December 31, 2024, which is a 56% increase compared to a net loss of $130,700 for the previous period[203]. - The Company had $114,146 in cash and cash equivalents and a working capital deficit of $418,940 as of December 31, 2024[208]. - Net cash used in operating activities for the year ended December 31, 2024 was $1,344,037, significantly higher than $159,196 for the previous period[212][213]. - The Company provided $274,855 in net cash from financing activities during the year ended December 31, 2024, compared to $1,342,524 in the previous period[215][216]. - The change in fair value of warrant liabilities was $107,800 for the year ended December 31, 2024, a decrease of 275% from $404,250 in the previous period[207]. - Management has raised substantial doubt about the Company's ability to continue as a going concern for the next twelve months due to liquidity concerns[211]. Business Operations and Strategy - The Business Combination was consummated on December 21, 2023, resulting in the company changing its name to Global Gas Corporation and its Class A Common Stock beginning to trade on Nasdaq[194]. - The Business Combination was structured as a reverse recapitalization, treating Global Hydrogen as the accounting acquirer for financial statement reporting purposes[198]. - Global Hydrogen is focused on developing a project pipeline for hydrogen and carbon recovery, targeting both renewable and non-renewable feedstocks[185]. - The company aims to serve the hydrogen-as-energy-carrier market, particularly targeting heavy-duty transportation operators[187]. - Global Hydrogen plans to utilize government incentives, such as hydrogen tax production credits and investment tax credits, to support its project development[188]. - The company has established relationships with independent equipment suppliers but has not yet finalized contracts with paying customers or suppliers[185]. - The company is targeting both privately- and publicly-funded hydrogen development projects, including those supported by various government levels in North America and Western Europe[185]. - Global Hydrogen's growth strategy includes placing modular generation and recovery solutions closer to end customers to reduce costs and enhance competitiveness[188]. Compliance and Regulatory Considerations - Hydrogen production may involve compliance with government regulations regarding CO2 emissions, with carbon recovery systems deployed to reduce emissions below jurisdictional limits[236]. - Construction of hydrogen production facilities will require compliance with local zoning and permitting requirements, varying by jurisdiction[237]. - The company plans to own and operate hydrogen generation plants and sell the resulting industrial gas, requiring relevant licensing on a project-by-project basis[235]. Other Considerations - A total of 1,600,000 shares of Class B common stock were forfeited by certain holders as part of Forfeiture Agreements, leaving them with 2,700,000 shares[200]. - General and administrative expenses increased by $143,350, primarily due to stock-based compensation, franchise tax, legal, and professional fees[204]. - The Company has not generated significant user data or insights as it has not commenced revenue-generating operations[202]. - Global Hydrogen does not hold material intellectual property beyond certain logos and domain names[234].

Summary of Global Gas Research Conference Call Industry Overview - The report focuses on the **European gas storage** situation as of February 11, 2025, highlighting a significant decline in storage levels compared to historical averages and previous years [2][16]. - The **US gas market** is also discussed, with updates on underground storage and supply-demand dynamics [3]. Key Points and Arguments European Gas Storage - As of February 11, European gas storage was **47% full**, equating to **49 billion cubic meters (bcm)**, which is **5% below the 5-year average** and **20% lower than in 2024** [2]. - The rate of net withdrawals has accelerated to **-4.2 bcm**, up from **-2.1 bcm** a year ago and the 5-year average of **-3.7 bcm** [2]. - The estimated exit storage levels are projected to be in the **high-30s%**, compared to **58%** at the end of March 2024 and **41%** of the 5-year average [2]. - To meet the EU's storage target of **77%**, a minimum of **~155 bcm** of LNG is required, which is an increase of **17 bcm** year-over-year [2]. - Germany has requested exemptions from storage filling targets for the current year [2]. US Gas Market - The EIA reported a **100 Bcf** week-over-week decrease in underground storage, bringing total inventories to **2,297 Bcf**, which is **3% below the 5-year average** [3]. - Storage utilization in the US stands at **54%**, below the 5-year average of **56%** [3]. - The **Lower 48 supply** for 2025 has been upgraded to **112.5 Bcf/d**, while demand is raised to **113.2 Bcf/d**, indicating an average undersupply of **0.7 Bcf/d** in 2025 [3]. Price Dynamics - The Dutch TTF price dropped sharply by **7%** to the low-€50s/MWh, influenced by increased optimism regarding US-Russia talks [4]. - Despite the winter's end approaching, higher European gas prices are anticipated at around **€40**, compared to **€35** in 2024, due to increased refilling demand [4]. - US Henry Hub prices remain elevated at **$3.7/mmBtu**, with a revised price outlook for 2025 raised to **$3.61/mmBtu** from **$3.35/mmBtu** [4]. - Asian JKM prices have also risen to approximately **$15/mmBtu**, despite muted demand [4]. Storage Utilization and Targets - The report includes detailed figures on gas storage utilization levels across various EU countries, indicating current levels and targets for filling [16]. - The total EU storage level is currently at **49%**, with various countries having different intermediate and filling targets [16]. Additional Important Insights - The report emphasizes the challenges of storage injection over the summer due to lower current storage levels, necessitating increased LNG imports [2]. - The potential for voluntary storage targets among EU countries could mitigate forced buying impacts during the summer [4]. - The report highlights the ongoing volatility in oil and natural gas prices as a risk factor for investment in the sector [20]. This summary encapsulates the critical insights from the conference call, providing a comprehensive overview of the current state and outlook of the gas industry in both Europe and the US.

Summary of Global Gas and Power Insights - February 2025 Industry Overview - The report focuses on the global liquefied natural gas (LNG) market, particularly the impact of China's new tariffs on US LNG imports and the subsequent effects on global trade flows and pricing dynamics. Key Points China's Tariff on US LNG - China announced a 15% tariff on US LNG imports effective February 10, 2025, which is expected to reshape global trade flows but have limited impact on Asian JKM LNG and European TTF natural gas prices [1][7][24] - In 2024, the US supplied only 5.6% of China's total LNG imports, and in 2023, only 4.0% of US LNG exports went to China, indicating a minimal direct impact on the overall market [7][24] Historical Context - The report references the 2019 scenario where China diversified its LNG imports away from the US due to tariffs, leading to a 12% year-over-year increase in total LNG imports from other countries [2][8] - US LNG exports grew by 68% year-over-year in 2019, compensating for the loss of demand from China with increased exports to Europe and other regions [10] Price Forecasts - Price forecasts for 1Q25 and 2Q25 TTF have been raised to $15.4/MMBtu and $15.0/MMBtu, respectively, reflecting a 14% and 11% increase from previous forecasts due to higher-than-expected European gas demand [4][21] - JKM price forecasts for 1Q25 and 2Q25 have also been increased to $14.4/MMBtu and $15.0/MMBtu, with a 3% and 11% increase from prior forecasts [5][22] Market Dynamics - European gas demand has been buoyed by lower temperatures and a decline in wind and hydro power generation, which fell by 18% and 27% year-to-date, respectively [4][21] - The potential reduction of LNG exports from Indonesia could tighten the global LNG market, although the actual impact may be muted due to high LNG prices dampening domestic demand [24] Long-term Outlook - With new US LNG export terminals coming online from 2025, TTF and JKM prices are expected to enter another down cycle post-2026, similar to the price declines observed in 2019 [3][15] - The long-term implications for US Henry Hub prices are complex, with potential LNG curtailments affecting market dynamics, but a constructive outlook on long-term prices remains [20] Additional Insights - The report highlights the interplay between AI developments and energy demand, suggesting that advancements in AI could lead to increased energy consumption, particularly in natural gas [20] - The report emphasizes the importance of monitoring Indonesia's LNG export policies and their potential impact on global supply dynamics [24] Conclusion - The global LNG market is currently facing significant shifts due to geopolitical factors, changing demand patterns, and evolving supply dynamics. The anticipated tariff on US LNG imports by China is expected to have limited immediate effects on pricing, but the long-term outlook remains uncertain with new export capacities and potential market adjustments.

Business Overview - Global Hydrogen has not yet generated any revenue and does not anticipate generating revenue from the sale of systems and equipment to customers in 2024[117]. - The Business Combination was consummated on December 21, 2023, resulting in the company changing its name to Global Gas Corporation and its Class A Common Stock beginning to trade on Nasdaq under the symbols "HGAS" and "HGASW"[123]. - The Business Combination was structured as a reverse recapitalization, treating Global Hydrogen as the accounting acquirer for financial statement reporting purposes[128]. - Global Hydrogen is focused on developing a project pipeline for hydrogen and carbon recovery, targeting both renewable and non-renewable feedstocks[113]. - The company aims to serve the hydrogen-as-energy-carrier market, particularly targeting heavy-duty transportation operators looking to decarbonize their fleets[115]. Financial Performance - As of September 30, 2024, the Company has not generated any revenue and incurred total expenses of $121,207 for the three months ended September 30, 2024, a decrease of 9% compared to $132,864 for the same period in 2023[132]. - For the nine months ended September 30, 2024, total expenses were $269,461, down 30% from $385,790 for the period from February 16, 2023, to September 30, 2023[134]. - The Company reported a net loss of $123,954 for the three months ended September 30, 2024, an improvement of 7% compared to a net loss of $132,828 for the same period in 2023[132]. - Interest income for the three months ended September 30, 2024, was $2,643, significantly up from $36 for the same period in 2023[138]. - The change in fair value of warrant liabilities was recognized as an expense of $5,390 for the three months ended September 30, 2024[139]. - As of September 30, 2024, the Company had $192,444 in cash and cash equivalents, a working capital deficit of $282,813, and an accumulated deficit of $197,439[140]. - Net cash used in operating activities for the nine months ended September 30, 2024, was $1,265,884, compared to $96,715 for the period from February 16, 2023, to September 30, 2023[144]. - The Company provided $275,000 in net cash from financing activities during the nine months ended September 30, 2024, compared to $97,242 for the prior period[147]. - Management has raised substantial doubt about the Company's ability to continue as a going concern for the next twelve months due to liquidity concerns[143]. Strategic Initiatives - Global Hydrogen plans to utilize government incentives, such as hydrogen tax production credits and investment tax credits, to support its project development[116]. - The company has established relationships with independent equipment suppliers but has not yet finalized contracts with paying customers or suppliers[113]. - Global Hydrogen's growth strategy includes placing modular generation and recovery solutions closer to end customers to reduce costs and improve pricing competitiveness[116]. - The company is targeting both privately- and publicly-funded hydrogen development projects, including those supported by various government levels in North America and Western Europe[113]. - The anticipated capitalization and enterprise value of the combined company following the Business Combination is a key focus for future growth[109]. Compliance and Governance - The Company utilizes the acquisition method for business combinations, measuring goodwill based on the fair value of consideration transferred, including non-controlling interests[157]. - Contingent consideration is recorded at fair value at the acquisition date, with changes recognized in the consolidated statements of operations[158]. - Provisional amounts are reported if the initial accounting for a business combination is not finalized by the end of the reporting period, with adjustments allowed within one year from the acquisition date[159]. - The Company follows the asset and liability method for income taxes, recognizing deferred tax assets and liabilities based on future tax consequences[160]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of certain accounting standards[162]. - Global Hydrogen does not hold material intellectual property beyond certain logos and domain names[165]. - The Company plans to own and operate hydrogen generation plants, requiring relevant licensing for production and sale of gases[166]. - Compliance with government regulations is necessary for the construction and distribution of hydrogen and other gases[168]. - The Company does not consider any pending legal claims to be material to its business or likely to adversely affect future operating results[173]. - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of September 30, 2024[171].

Revenue Generation and Financial Performance - Global Gas Corporation has not yet generated any revenue and anticipates starting revenue generation from the sale of systems and equipment in 2023 or 2024[103]. - As of June 30, 2024, the Company has not generated any revenue, with total expenses of $71,095 for the three months ended June 30, 2024, a decrease of 72% compared to $252,310 for the same period in 2023[117]. - The Company reported a net income of $405,434 for the three months ended June 30, 2024, compared to a net loss of $252,261 for the same period in 2023, representing a change of 261%[117]. - General and administrative expenses decreased by $181,215 for the three months ended June 30, 2024, primarily due to reductions in franchise tax, payroll, and legal fees[120]. - The Company had $338,784 in cash and cash equivalents and a working capital deficit of $164,249 as of June 30, 2024[126]. - Net cash used in operating activities for the six months ended June 30, 2024 was $1,119,544, primarily due to decreases in accounts payable and accrued expenses[129]. - The Company intends to raise additional financing through equity raises to support future operations and growth[127]. Business Development and Strategy - The company has established a project development pipeline but has not yet closed on any projects, with recent projections revised due to the loss of a forecasted project[103]. - Global Gas aims to serve the hydrogen-as-energy-carrier market, targeting heavy-duty transportation operators transitioning to hydrogen fuel cell vehicles[101]. - The company plans to utilize renewable waste feedstock for gas generation and may deploy carbon capture technology on certain projects[100]. - Global Gas is focused on developing modular generation and recovery solutions to produce clean hydrogen and carbon dioxide at competitive market prices[102]. - The company is targeting both privately- and publicly-funded hydrogen development projects, supported by government incentives in North America and Western Europe[102]. - The company’s growth strategy includes securing local feedstocks and offering multiple gas products from a single feedstock input[102]. - Global Hydrogen plans to operate hydrogen generation plants and will acquire necessary licenses on a project-by-project basis[149]. Business Combination and Corporate Structure - The Business Combination was completed on December 21, 2023, resulting in the company changing its name to Global Gas Corporation and its Class A Common Stock beginning to trade on Nasdaq under the symbol "HGAS"[109]. - The Business Combination involved a SPAC structure, allowing sellers to retain equity ownership in Holdings, classified as a partnership for tax purposes, potentially providing future tax benefits[111]. Compliance and Regulatory Matters - Compliance with government regulations is required for the construction and distribution of hydrogen and other gases[150]. - The Company received a notice from Nasdaq regarding potential delisting due to failure to meet initial listing standards, with a hearing requested to address compliance issues[116]. Accounting and Financial Reporting - The Company utilizes the acquisition method for business combinations, measuring goodwill as the fair value of consideration transferred, including non-controlling interest, less identifiable assets and liabilities at fair value[141]. - Contingent consideration is recorded at fair value at the acquisition date, with changes recognized in the consolidated statements of operations[142]. - Provisional amounts are reported if initial accounting for a business combination is not finalized by the end of the reporting period, with adjustments made within one year from the acquisition date[143]. - The Company follows the asset and liability method for income taxes, recognizing deferred tax assets and liabilities based on future tax consequences from existing assets and liabilities[144]. - The Company is classified as an "emerging growth company," allowing it to delay the adoption of certain accounting standards and reduced disclosure requirements[146]. Operational and Management Aspects - The Company has a limited operating history, and its liquidity and capital resources may change substantially from past results, raising concerns about its ability to continue as a going concern[128]. - The Company does not hold material intellectual property beyond certain logos and domain names[148]. - The Company maintains disclosure controls and procedures to ensure timely reporting of required information[151]. - As of June 30, 2024, the Company's disclosure controls and procedures were evaluated as effective at the reasonable assurance level[152].

Revenue Generation - Global Gas Corporation has not yet generated any revenue and anticipates starting revenue generation from the sale of systems and equipment in 2023 or 2024[112]. - As of March 31, 2024, the Company has not generated any revenue and has incurred total costs and expenses of $77,159, resulting in an operating loss of $77,159[125][126]. - The Company reported a net loss of $178,743 for the three months ended March 31, 2024, compared to a net loss of $616 for the period from February 16, 2023, to March 31, 2023, representing a 28,917% increase in loss[126][129]. Business Development and Strategy - The company is focused on developing a project pipeline for hydrogen and carbon recovery, targeting both renewable and non-renewable feedstocks[108]. - Global Gas aims to serve the hydrogen-as-energy-carrier market, particularly targeting heavy-duty transportation operators transitioning to hydrogen fuel cell vehicles[110]. - The company plans to utilize carbon capture technology in projects that require clean hydrogen production from high greenhouse gas output energy sources[109]. - Global Gas's growth strategy includes placing modular generation and recovery solutions closer to end customers to reduce costs and enhance competitiveness[111]. - The company has established relationships with independent equipment suppliers and is actively reviewing its project development pipeline with potential customers[108]. - Global Gas is targeting projects supported by government incentives for hydrogen production and carbon recovery in North America and Western Europe[111]. Financial Position - As of March 31, 2024, the Company had $286,522 in cash, a working capital deficit of $248,063, and an accumulated deficit of $478,919[131]. - Net cash used in operating activities for the three months ended March 31, 2024, was $1,029,372, primarily due to the net loss for the period[136]. - Net cash provided by investing activities during the same period was $1,128,532, related to proceeds from the redemption of marketable securities[137]. - The Company intends to raise additional financing through equity raises to support future operations and growth[133]. Business Combination and Stock Trading - The Business Combination with Dune Acquisition Corporation was completed on December 21, 2023, resulting in the company being renamed Global Gas Corporation[118]. - Following the Business Combination, the company's Class A Common Stock began trading on Nasdaq under the symbols "HGAS" and "HGASW" on December 22, 2023[118]. Expenses and Liabilities - General and administrative expenses increased by $77,117, primarily due to franchise tax expense, legal fees, and listing fees[127]. - The change in fair value of warrant liabilities recognized as an expense for the three months ended March 31, 2024, was $109,150[130]. - The Company has entered into Forfeiture Agreements, resulting in the forfeiture of 1,600,000 shares of Class B common stock[124]. Going Concern and Compliance - Management has raised substantial doubt about the Company's ability to continue as a going concern for the next twelve months due to liquidity concerns[134]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of certain accounting standards[154]. - Compliance with government regulations is necessary for the construction of hydrogen production facilities, including local zoning and permitting[159]. - The distribution of hydrogen and other gases will depend on compliance with federal and state regulatory regimes[159]. Intellectual Property and Operations - Global Hydrogen does not hold material intellectual property beyond logos and domain names[156]. - The Company plans to own and operate hydrogen generation plants, requiring relevant licensing for production, storage, and sale of gases[157]. - Carbon recovery systems will be deployed to significantly reduce or eliminate CO2 emissions during hydrogen production[158].

Revenue Generation - Global Gas Corporation has not yet generated any revenue since its inception on February 16, 2023, and anticipates revenue generation from the sale of systems and equipment in 2023 or 2024[206]. - As of December 31, 2023, the Company has not generated any revenue, with total costs and expenses amounting to $409,027, resulting in an operating loss of $409,027[220]. - The Company reported a net loss of $300,176 for the period from February 16, 2023 (inception) to December 31, 2023, with interest income of $1,051 and a change in fair value of derivative warrants liabilities of $107,800[220]. Business Development and Strategy - The company is focused on developing a project pipeline for hydrogen and carbon recovery, targeting both renewable and non-renewable feedstocks for gas production[202][203]. - Global Gas aims to serve the hydrogen-as-energy-carrier market, particularly targeting heavy-duty transportation operators transitioning to hydrogen fuel cell vehicles[204]. - The company plans to utilize carbon capture technology in projects that require it, particularly when using non-renewable energy sources[203]. - The company’s growth strategy includes placing modular generation and recovery solutions closer to end customers to reduce costs and enhance competitiveness[205]. - Global Gas is targeting both privately- and publicly-funded hydrogen development projects across North America, Western Europe, and Great Britain[202]. Financial Position - The Company had an aggregate cash balance of $62,362 and a net working capital deficit of $303,470 as of December 31, 2023[221]. - Cash flows from operating activities resulted in a net cash used of $160,162, while net cash used in investing activities was $1,120,000, and net cash provided by financing activities was $1,342,524[225]. - Management has raised substantial doubt about the Company's ability to continue as a going concern for the next twelve months due to liquidity concerns[224]. Business Combination - The Business Combination with Dune Acquisition Corporation was completed on December 21, 2023, resulting in the company being renamed Global Gas Corporation and its shares trading on Nasdaq under the symbols "HGAS" and "HGASW" starting December 22, 2023[213]. - The Business Combination was structured as a reverse recapitalization, with Dune treated as the acquired company and Global Hydrogen as the accounting acquirer[216]. Future Financing - The Company intends to raise additional financing through equity raises to support future operations and growth[223]. Employment and Stock - The Company has entered into employment agreement amendments, restructuring compensation for key personnel based on gross profit[218]. - An aggregate of 1,600,000 shares of Class B common stock were forfeited by certain holders, including key personnel, resulting in a total of 2,700,000 shares remaining[219]. Project Licensing - The Company plans to operate hydrogen generation plants and will require relevant licensing to produce, store, and sell gases in various jurisdictions[239]. Supplier Relationships - The company has established relationships with independent equipment suppliers but has not yet finalized contracts with paying customers or suppliers[202]. Management Projections - Management has revised projections to reflect the loss of a previously anticipated systems and equipment project expected to close in Q3 2023[206]. Government Incentives - Global Gas is positioned to benefit from government incentives for hydrogen production and carbon recovery projects, including tax credits from the Inflation Reduction Act of 2022[205].